MICROTOUCH SYSTEMS INC
10-Q, 2000-05-16
COMPUTER PERIPHERAL EQUIPMENT, NEC
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<PAGE>

                                 United States
                      SECURITIES AND EXCHANGE COMMISSION
                      ----------------------------------
                            Washington, D.C. 20549

                                   FORM 10-Q


(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 2000

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________________ to ________________

                        Commission File Number 0-20215

                           MICROTOUCH SYSTEMS, INC.
            (Exact name of Registrant as specified in its Charter)

Massachusetts                                                04-2802971
- -------------                                                ----------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

300 Griffin Brook Park Drive, Methuen, MA                    01844
- -----------------------------------------                    -----
(Address of Principal Executive Offices)                     (Zip Code)

Registrant's telephone number:                               978-659-9000
- -----------------------------                                ------------

Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the last 90 days.

                                    Yes  X     No_______
                                        ---

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock as of the latest practical date.

As of April 28, 2000 there were outstanding: 6,482,842 shares of common stock
of the Registrant.

Total number of pages:  12
<PAGE>

                   MICROTOUCH SYSTEMS, INC. AND SUBSIDIARIES

                                     INDEX

                                                                        Page No.

PART I     FINANCIAL INFORMATION

Item 1.    Financial Statements

           Consolidated Balance Sheets - April 1, 2000
           and December 31, 1999                                           3

           Consolidated Statements of Operations and Comprehensive
           Income - Three Months Ended April 1, 2000 and April 3, 1999     4

           Consolidated Statements of Cash Flows - Three
           Months Ended April 1, 2000 and April 3, 1999                    5

           Notes to Consolidated Financial Statements                      6

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations                   8


PART II    OTHER INFORMATION

Item 1.    Legal Proceedings                                              10

Item 5.    Other Information                                              11

Item 6.    Exhibits and Reports on Form 8-K                               11

           SIGNATURES                                                     12

                                       2
<PAGE>

                   MICROTOUCH SYSTEMS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                                       April 1,       December 31,
                                                                                         2000             1999
                                                                                      ----------      -----------
                                  Assets                                              (Unaudited)
<S>                                                                                   <C>            <C>
Current assets:
     Cash and cash equivalents.......................................................   $  6,372       $  4,329
     Marketable securities...........................................................     15,731         15,566
     Accounts receivable, net of allowances of $1,886 and $1,701
        at April 1, 2000 and December 31, 1999, respectively.........................     26,042         30,387
     Inventories.....................................................................     18,448         18,014
     Deferred income taxes...........................................................      5,020          4,854
     Prepaid expenses and other current assets.......................................      1,160          1,177
                                                                                        --------       --------
          Total current assets.......................................................     72,773         74,327
Property and equipment, net..........................................................     21,462         20,975
Other assets.........................................................................      1,601          1,802
                                                                                        --------       --------
Total assets.........................................................................   $ 95,836       $ 97,104
                                                                                        ========       ========
                   Liabilities and Stockholders' Equity

Current liabilities:
     Notes payable...................................................................   $  6,939       $  4,635
     Accounts payable................................................................     10,493         10,190
     Accrued payroll and related costs...............................................      2,633          2,763
     Accrued expenses................................................................      8,994          9,938
                                                                                        --------       --------
          Total current liabilities..................................................     29,059         27,526
Long-term notes payable..............................................................         68             70
                                                                                        --------       --------
          Total liabilities..........................................................     29,127         27,596
Stockholders' equity
     Preferred stock, $.01 par value per share - 500,000 shares
        authorized, none issued and outstanding at April 1, 2000
        and December 31, 1999, respectively..........................................          -              -
     Common stock, $.01 par value per share - 20,000,000 shares
        authorized, 8,379,861 shares issued at April 1, 2000 and
        December 31, 1999............................................................         84             84
     Additional paid-in capital......................................................     64,113         64,107
     Treasury stock at cost, 1,917,776 and 1,853,276 shares at
        April 1, 2000 and December 31, 1999, respectively............................    (27,178)       (26,292)
     Accumulated other comprehensive loss............................................     (2,155)        (1,621)
     Retained earnings...............................................................     31,845         33,230
                                                                                        --------       --------
          Total stockholders' equity.................................................     66,709         69,508
                                                                                        --------       --------
Total liabilities and stockholders' equity...........................................   $ 95,836       $ 97,104
                                                                                        ========       ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       3
<PAGE>

                   MICROTOUCH SYSTEMS, INC. AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                     (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                 -----------------------------------
                                                                                 April 1, 2000         April 3, 1999
                                                                                 -------------         -------------
                                                                                             (Unaudited)
<S>                                                                              <C>                   <C>
Net sales.....................................................................        $ 40,005              $ 36,728
Cost of sales.................................................................          29,943                23,090
                                                                                      --------              --------
     Gross profit.............................................................          10,062                13,638
Operating expenses:
     Research and development.................................................           3,719                 3,258
     Sales and marketing......................................................           5,432                 5,363
     General and administrative...............................................           3,006                 2,508
     Amortization of intangibles..............................................              55                   114
                                                                                      --------              --------
          Total operating expenses............................................          12,212                11,243
                                                                                      --------              --------
               Operating income (loss)........................................          (2,150)                2,395
Other income, net.............................................................             143                   501
Litigation costs..............................................................               -                 3,303
                                                                                      --------              --------
Loss before income taxes......................................................          (2,007)                 (407)
Income tax benefit............................................................            (622)                 (130)
                                                                                      --------              --------
Net loss......................................................................        $ (1,385)             $   (277)
                                                                                      ========              ========

Net loss per share:
     Basic....................................................................        $  (0.21)             $  (0.04)
     Diluted..................................................................        $  (0.21)             $  (0.04)

Weighted average and dilutive potential common shares outstanding:

     Basic....................................................................           6,506                 7,289
     Diluted..................................................................           6,506                 7,289

Comprehensive income:
Net loss......................................................................        $ (1,385)             $   (277)
Currency translation adjustment...............................................            (492)                 (642)
Unrealized gain (loss) on marketable securities...............................             (42)                   28
                                                                                      --------              --------
Comprehensive income..........................................................        $ (1,919)             $   (891)
                                                                                      ========              ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       4
<PAGE>

                   MICROTOUCH SYSTEMS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)

<TABLE>
<CAPTION>
                                                                                                Three Months Ended
                                                                                           ----------------------------
                                                                                            April 1,         April 3,
                                                                                             2000             1999
                                                                                           ------------      ----------
                                                                                                  (Unaudited)
<S>                                                                                        <C>               <C>
Cash flows from operating activities:
       Net loss...........................................................................     $  (1,385)     $    (277)
       Adjustments to reconcile net loss to net cash provided
          by operating activities ---
             Depreciation and amortization................................................         1,586          1,150
             Compensation expense related to stock options................................             8              8
       Changes in operating assets and liabilities ---
             Accounts receivable..........................................................         4,345           (164)
             Inventories..................................................................          (434)           728
             Prepaid expenses and other assets............................................           163           (388)
             Deferred income taxes........................................................          (166)           355
             Accounts payable.............................................................           303         (3,538)
             Accrued expenses.............................................................        (1,078)         2,183
                                                                                               ---------      ---------
                Net cash provided by operating activities.................................         3,342             57

Cash flows from investing activities:
       Purchase of property and equipment, net............................................        (2,018)        (1,895)
       Sale and maturity of marketable securities.........................................           730         10,611
       Purchase of marketable securities..................................................          (895)          (526)
                                                                                               ---------      ---------
                Net cash provided by (used in) investing activities.......................        (2,183)         8,190

Cash flows from financing activities:
       Exercise of stock options and sale of common stock, net  ..........................             -            169
       Increase (decrease) in notes payable and long-term debt............................         2,304         (3,777)
       Purchase of treasury stock.........................................................          (886)        (3,056)
                                                                                               ---------      ---------
                Net cash provided by (used in) financing activities.......................         1,418         (6,664)

Effect of exchange rates on cash..........................................................          (534)          (642)
                                                                                               ---------      ---------
Net increase in cash and cash equivalents.................................................         2,043            941
Cash and cash equivalents, beginning of period............................................         4,329          5,471
                                                                                               ---------      ---------
Cash and cash equivalents, end of period..................................................     $   6,372          6,412
                                                                                               =========      =========
Supplemental disclosures of cash flow information:
       Interest paid......................................................................     $      95      $      43
                                                                                               =========      =========
       Income taxes paid (refunded).......................................................     $    (736)     $     562
                                                                                               =========      =========
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       5
<PAGE>

                   MICROTOUCH SYSTEMS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 APRIL 1, 2000


(1)  Nature of Business
     ------------------

     MicroTouch Systems, Inc. develops, manufactures and sells touch and pen
input systems, including touch sensitive screens, digitizers for pen computers,
ThruGlass products, and electronic P.C. whiteboards.

(2)  Consolidated Financial Statements
     ---------------------------------

     The accompanying consolidated financial statements include the accounts of
MicroTouch Systems, Inc. and its wholly-owned subsidiaries (the Company). All
significant intercompany accounts, transactions and profits have been
eliminated.

(3)  Interim Consolidated Financial Statements
     -----------------------------------------

     The accompanying consolidated financial statements as of April 1, 2000 and
for the three- month periods ended April 1, 2000 and April 3, 1999 include the
accounts of the Company, and are unaudited; however, these statements, prepared
in accordance with generally accepted accounting principles, reflect, in the
opinion of management, all adjustments (consisting only of normal recurring
accruals) necessary to present fairly the financial position as of April 1,
2000, and the results of operations and cash flows for the three-month periods
ended April 1, 2000 and April 3, 1999. The results of operations for the three-
month period ended April 1, 2000 are not necessarily indicative of the results
to be expected for any other interim period or the entire year.

     These consolidated financial statements do not include all disclosures
associated with annual consolidated financial statements and, accordingly,
should be read in conjunction with the footnotes contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.

(4)  Earnings per Share
     ------------------

     Basic earnings per share is computed using the weighted average number of
common shares outstanding during the period. Diluted earnings per share is
computed using the weighted average number of common shares outstanding during
the period and dilutive potential common shares. Dilutive potential common
shares consist of stock options and are calculated using the treasury stock
method. The effect of stock options is antidilutive in loss periods. Therefore,
excluded from diluted earnings per share were 145,000 and 170,000 dilutive
potential common shares for the periods ended April 1, 2000 and April 3, 1999,
respectively, as such shares would be antidilutive. Also excluded from diluted
earnings per share were options to purchase 1,289,000 and 957,000 shares in the
periods ended April 1, 2000 and April 3, 1999, respectively. These options were
excluded as the exercise price was greater than the average market price of the
common shares during the respective periods.

(5)  Line of Credit
     --------------

     The Company has demand bank lines of credit in the U.S. totaling
$7,500,000, including letters of credit, under which the Company may borrow on
an unsecured basis at the bank's prime rate. There was a balance of $5,730,000
and $3,105,000 outstanding under these lines at April 1, 2000 and December 31,
1999, respectively. The Company also has a demand bank line of credit in the
United Kingdom in the amount of approximately $2,400,000 under which the Company
may borrow on a secured basis at a negotiated rate. There was a balance of
$1,209,000 and $1,500,000 outstanding under this line at April 1, 2000 and
December 31, 1999, respectively.

                                       6
<PAGE>

(6)    Non-recurring Charge
       --------------------

     During the fourth quarter of 1999, the Company recorded a pre-tax non-
recurring charge of $1,950,000 related to the disposal of its Factura kiosk
business. On January 18, 2000, the Company completed the sale of certain of the
assets of the Factura division. The non-recurring charge included (i) $43,000
associated with personnel reductions of approximately 12 positions at the
Factura division prior to the sale; (ii) $417,000 associated with estimated
lease costs for the Factura facility subsequent to the sale date (net of
estimated sublease income); (iii) $210,000 associated with legal and other exit
costs; and (iv) $1,280,000 associated with a loss on the sale of the non-cash
assets of the Factura division. During the three months ended April 1, 2000, the
Company paid out approximately $174,000 related to personnel reductions,
facility costs and legal and other exit costs.

                                       7
<PAGE>

                          Management's Discussion and
                      Analysis of Financial Condition and
                             Results of Operations

Results of Operations:

The following table sets forth, for the periods indicated, the percentage of net
sales represented by certain items in MicroTouch's statements of operations:

                            Percentage of Net Sales
                            -----------------------
                                                       Three Months Ended
                                                  -----------------------------
                                                  April 1, 2000   April 3, 1999
                                                  -------------   -------------
Net Sales.........................................       100.0 %         100.0 %
Cost of Sales.....................................        74.8            62.9
     Gross Profit.................................        25.2            37.1
Operating Expenses:
     Research and Development.....................         9.3             8.9
     Sales and Marketing..........................        13.6            14.6
     General and Administrative...................         7.5             6.8
     Amortization of Intangible Assets............         0.1             0.3
          Total Operating Expenses................        30.5            30.6
Operating Income (Loss)...........................        (5.4)            6.5
Other Income, net.................................         0.4             1.4
Litigation Costs..................................           -            (9.0)
Loss Before Income Tax Benefit....................        (5.0)           (1.1)
Net Loss..........................................        (3.5)           (0.1)

Net Sales. Net sales in the quarter ended April 1, 2000 increased over the
corresponding period of 1999 by $3.3 million or 9%. The increase in net sales
was due to volume increases in Asia Pacific and Europe, partially offset by
decreased volume in North America and the sale of the Factura kiosk division in
January 2000. Excluding the impact of the Factura revenue from both periods, net
sales would have increased by $4.8 million or 14%. International sales accounted
for 60% of net sales for the period, representing an increase from 48% in the
first quarter of 1999, due to the growth in Asia Pacific combined with decreased
sales in the U.S.

Gross Profit. Gross profit in the quarter ended April 1, 2000 decreased from the
corresponding period of 1999 by $3.6 million or 26%. As a percentage of net
sales, gross profit decreased from 37.1% in the first quarter of 1999 to 25.2%
in the first quarter of 2000. The gross profit percentage decline was primarily
due to a.) additional costs related to the transition of the domestic
integration of touch-enabled monitors to a third party; b.) the continued
investment in expanding the production capacity of resistive touchscreens; and
c.) a shift in the capacitive touchscreen mix from higher margin products to
lower margin products.

Research and Development. Research and development expenses for the quarter
ended April 1, 2000 increased over the corresponding period of 1999 by $461,000
or 14%. As a percentage of net sales, research and development expenses
increased from 8.9% in the first quarter of 1999 to 9.3% in the first quarter of
2000. The increase in research and development expenses resulted primarily from
the continued investment in programs to develop improvements in touchscreen
technologies, especially a next generation version of capacitive products.

Sales and Marketing. Sales and marketing expenses in the quarter ended April 1,
2000 were flat with the corresponding period of 1999. As a percentage of net
sales, sales and marketing expenses decreased from 14.6% in the first quarter of
1999 to 13.6% in the first quarter of 2000.

                                       8
<PAGE>

General and Administrative. General and administrative expenses in the quarter
ended April 1, 2000 increased from the corresponding period of 1999 by $498,000
or 20%. As a percentage of net sales, general and administrative expense
increased from 6.8% for the first quarter of 1999 to 7.5% for the first quarter
of 2000. The increase was primarily due to increased costs in Asia Pacific to
support the growth in the region.

Amortization of Intangible Assets. For the quarter ended April 1, 2000,
operating expenses included $55,000 of amortization relating to various
acquisitions and purchases of technologies, as compared to $114,000 for the
corresponding period of 1999.

Other Income. Other income in the quarter ended April 1, 2000 decreased from the
corresponding period of 1999 by $358,000 or 71%. This decrease was primarily due
to a foreign currency loss of $35,000 in 2000 as compared to a gain of $191,000
in 1999. Interest income, net of interest expense, on the Company's cash and
investment portfolio for the first quarter of 2000 was $178,000 compared to
$310,000 for the first quarter of 1999, reflecting a decrease in the size of the
Company's investment portfolio, which is discussed under "Liquidity and Capital
Resources".

Litigation Costs. During the first quarter of 1999, the Company recorded a
charge of $3.3 million related to a judgement against the Company in a lawsuit.
While the matter is continuing in post-trial proceedings, the Company has
established a reserve for the full amount of the judgement, as well as estimated
associated legal fees.

Provision for Income Taxes. The Company's effective tax rate was 31% and 32% in
the first quarter of 2000 and 1999, respectively. The 2000 effective tax rate
differed from the federal statutory rate of 34% primarily as a result of the
benefit related to tax exempt interest income and the utilization of foreign net
operating losses.

LIQUIDITY AND CAPITAL RESOURCES

As of April 1, 2000, the Company had net working capital of $43.7 million,
including approximately $22.1 million in cash, cash equivalents and marketable
securities. The Company reported net cash provided by operating activities of
$3.3 million for the quarter ended April 1, 2000. Additionally, the Company
maintains bank lines of credit, including letters of credit, in the U.S. and the
U.K. totaling $9.9 million. As of April 1, 2000, the Company had a total of $6.9
million outstanding under its bank lines of credit.

During 1999, the Board of Directors of the Company approved extensions to a
repurchase program of the Company's common stock. Under the 1999 extensions, the
amount of common stock to be repurchased is not to exceed $13.0 million. During
the quarter ended April 1, 2000, the Company repurchased approximately 65,000
shares at an aggregate cost of $886,000. These shares have been and will be used
for the Company's stock option plans, employee stock purchase plan and for other
corporate purposes, possibly including acquisitions.

During the quarter ended April 1, 2000, the Company invested $2,018,000 in
capital expenditures.

Pending operational needs, the Company has invested its cash in investment
grade, interest-bearing securities. The Company believes that these cash
investments, together with anticipated cash flows from operations pursuant to
its current operating plan, will be sufficient to meet the Company's working
capital and capital expenditure requirements, at least through 2001. While the
Company regularly evaluates acquisition candidates, conducts preliminary
discussions regarding acquisitions and may pursue acquisition opportunities
available to it, there can be no assurance that any such acquisition will be
made or, if made, whether such acquisition will be financially successful.

The discussion contained in this section, as well as elsewhere in this Form
10-Q, may contain forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such
statements are based on the current expectations of the Company's

                                       9
<PAGE>

management. Such statements are subject to certain risks and uncertainties which
could cause actual results to differ materially from those described in the
forward-looking statement. Readers are cautioned not to place undue reliance on
these forward-looking statements which speak only as of the date hereof. The
Company undertakes no obligation to publicly release the result of any revisions
to these forward-looking statements which may be made to reflect events or
circumstances occurring after the date hereof or to reflect the occurrence of
unanticipated events.

Foreign Exchange Exposure

Significant portions of the Company's operations are conducted in foreign
countries, including the United Kingdom of Great Britain, Germany, France,
Italy, Spain, Australia, Taiwan, Japan, Hong Kong and Korea. Exchange rate
fluctuations between the U.S. dollar and the currencies of these countries
result in fluctuations in the amounts relating to foreign operations reported in
the Company's consolidated financial statements. In general, the Company's
policy is not to enter into derivative financial instruments or other financial
instruments to manage foreign currency exchange rate risk. The Company can
provide no assurances that it will not enter into such financial instruments in
the future.

Supply Exposure

Although the Company generally uses standard parts for its product, certain
components, such as ASICs, topsheets and the coated glass used in the production
of touch sensors, are currently available only from a single source. In the
event that suppliers are unable to fulfill the Company's requirements, the
resulting interruption in production would have an adverse impact on the
Company's operating results. While the Company maintains some inventory of
ASICs, coated glass and other components, the inventory amounts maintained are
not sufficient to eliminate the potential impact of prolonged supply
interruptions. While the Company believes that there are other companies that
are capable of manufacturing these sole source components, the inability to
obtain sufficient components as required, or to develop alternative sources if
and when needed, would adversely affect the Company's operating results.

YEAR 2000 COMPLIANCE

During 1999 the Company completed its Year 2000 readiness program. In connection
with this program, the Company converted or upgraded, and tested, all systems
and products that had material Year 2000 compliance issues. The Company has not
segregated the cost of making these items compliant as the related software
conversion or upgrades were installed by existing employees and consultants of
the Company in conjunction with their normal duties, and would have been
purchased in the normal course of business.

Subsequent to December 31, 1999, the Company has not experienced any material
Year 2000 transition issues. However, there can be no assurance that a material
customer or vendor will not experience a Year 2000 transition issue, or that
such transition issue will not have a material negative impact on the Company's
consolidated financial position, results of operations, or cash flow.

                           PART II OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

The Company has been a defendant in a case entitled Behne v. MicroTouch Systems
Inc., in the United States District Court in the Northern District of
California. The case arose from claims by Ms. Behne, a former employee of
MicroTouch, regarding gender discrimination, retaliation and misrepresentation
during her employment at the Company. In March 1999, a jury found the Company
not liable on the discrimination and retaliation claims, but awarded the
plaintiff approximately $2.6 million in compensatory and punitive damages under
the misrepresentation claim. While the matter continues under the appeals
process, the Company has established a reserve for the full amount of the
initial jury

                                      10
<PAGE>

judgement, as well as associated legal fees, in the aggregate amount of $3.3
million, of which approximately $2.9 million remained in the reserve at April 1,
2000.

ITEM 5.     OTHER INFORMATION

To be considered for inclusion in the proxy statement related to the Annual
Meeting of Stockholders to be held in 2001, stockholder proposals must be
received no later than January 25, 2001. If the Company does not receive notice
by April 9, 2001 of any matter to be considered for presentation at the Annual
Meeting, although not included in the proxy statement, management proxies may
confer discretionary authority to vote on the matters presented at the Annual
Meeting by a stockholder in accordance with Rule 14a-4 under the Securities
Exchange Act of 1934, as amended. All stockholder proposals should be marked for
the attention of Chief Financial Officer, MicroTouch Systems, Inc., 300 Griffin
Brook Park Drive, Methuen, MA 01844.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)         10.16 Amendment No. 1 to 1995 Employee Stock Purchase Plan. (Filed
            as Exhibit to the Annual Report on Form 10-K for the year ended
            December 31, 1995) Filed herewith.
            27.  Financial Data Schedule.  Filed herewith.

(b)         None

                                      11
<PAGE>

                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             MicroTouch Systems, Inc.



Dated: May 15, 2000                          BY: /s/ Geoffrey P. Clear
                                                 ----------------------
                                                     Geoffrey P. Clear
                                                     Vice President -
                                                     Finance & Administration,
                                                     Chief Financial Officer &
                                                     Treasurer

                                      12

<PAGE>

                                                                   Exhibit 10.16
                                                                   -------------

                           MICROTOUCH SYSTEMS, INC.

                              AMENDMENT NO. 1 TO
                       1995 EMPLOYEE STOCK PURCHASE PLAN


         This amendment to the MicroTouch Systems, Inc. 1995 Employee Stock
Purchase Plan (the "Plan") is made by MicroTouch Systems, Inc. (the "Company"),
to be effective on March 19, 2000. Terms defined in the Plan and not otherwise
defined herein shall have the meaning ascribed to them in the Plan.

         WHEREAS, the Plan was established by the Company by action of its Board
of Directors effective April 1, 1995 for a term of five (5) years;

         WHEREAS, the Company desires to amend the Plan to extend its term for
three (3) additional six-month long Offerings, commencing on April 1, 2000;

         NOW THEREFORE, pursuant to action of the Board of Directors of the
Company taken on March 16, 2000 as permitted by Section 18 of the Plan, the Plan
is hereby amended as follows:

         1.    Section 4 is amended in its entirety to read as follows:

         The Plan will be implemented by thirteen (13) six-month long offerings
         (referred to herein collectively as "Offerings" and individually as an
         "Offering") one beginning every six (6) months commencing April 1, 1995
         until and including April 1, 2001.

         2.    Section 22 is amended in its entirety to read as follows:

         The Plan became effective upon its adoption by the Board of Directors
         on March 20, 1995 and shall continue in effect until September 30, 2001
         unless sooner amended or terminated under paragraphs 18 or 20 hereof.

         IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this Amendment No. 1 to the Plan to be filed with the Plan and has caused the
Plan to be amended hereby.

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               APR-01-2000
<CASH>                                           6,372
<SECURITIES>                                    15,731
<RECEIVABLES>                                   27,928
<ALLOWANCES>                                     1,886
<INVENTORY>                                     18,448
<CURRENT-ASSETS>                                72,773
<PP&E>                                          36,203
<DEPRECIATION>                                  14,741
<TOTAL-ASSETS>                                  95,836
<CURRENT-LIABILITIES>                           29,059
<BONDS>                                              0
                               84
                                          0
<COMMON>                                             0
<OTHER-SE>                                      66,625
<TOTAL-LIABILITY-AND-EQUITY>                    95,836
<SALES>                                         40,005
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